Syndax Announces Proposed $150 Million Public Offering of Common Stock

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Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX) plans to offer $150 million of common stock in an underwritten public offering, with an option for underwriters to purchase an additional 15%. The shares will be sold by Syndax and offered pursuant to an automatically effective 'shelf' registration statement previously filed with the SEC. Goldman Sachs & Co. LLC, J.P. Morgan, TD Cowen, and Stifel are acting as joint book-running managers for the offering.

WALTHAM, Mass., Dec. 14, 2023 /PRNewswire/ -- Syndax Pharmaceuticals, Inc. ("Syndax" or the "Company") (Nasdaq: SNDX), a clinical-stage biopharmaceutical company developing an innovative pipeline of cancer therapies, today announced that it plans to offer and sell, subject to market and other conditions, $150 million of shares of its common stock in an underwritten public offering. Syndax also expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the number of shares of common stock sold in the public offering. All of the shares in the proposed offering are to be sold by Syndax.

Goldman Sachs & Co. LLC, J.P. Morgan, TD Cowen and Stifel are acting as joint book-running managers for the offering.

The shares are being offered pursuant to an automatically effective "shelf" registration statement previously filed with the Securities and Exchange Commission ("SEC"). A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the website of the SEC at www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from: Goldman Sachs and Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204, or by emailing prospectuseq_fi@jpmchase.com; Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, by email at Prospectus_ECM@cowen.com or by telephone at (833) 297-2926; or Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720 or by emailing syndprospectus@stifel.com.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only by means of a prospectus supplement and accompanying prospectus, which are a part of the effective registration statement.

About Syndax

Syndax Pharmaceuticals is a clinical stage biopharmaceutical company developing an innovative pipeline of cancer therapies. Highlights of the Company's pipeline include revumenib, a highly selective inhibitor of the menin–KMT2A binding interaction, and axatilimab, a monoclonal antibody that blocks the colony stimulating factor 1 (CSF-1) receptor.

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "expect," "plan," "anticipate," "estimate," "intend," "believe" and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Syndax's expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. There can be no assurance that Syndax will be able to complete the proposed public offering on the anticipated terms, or at all. Other factors that may cause Syndax's actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Syndax's filings with the SEC, including the "Risk Factors" sections contained therein, as well as the risks identified in the registration statement and the preliminary prospectus supplement relating to the offering. These forward-looking statements are based on Syndax's expectations and assumptions as of the date of this press release. Except as required by law, Syndax assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Syndax Contact

Sharon Klahre
Syndax Pharmaceuticals, Inc.
sklahre@syndax.com
Tel 781.684.9827

SNDX-G

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SOURCE Syndax Pharmaceuticals, Inc.

FAQ

What is Syndax Pharmaceuticals, Inc.'s (SNDX) plan for the public offering?

Syndax Pharmaceuticals, Inc. (SNDX) plans to offer $150 million of shares of its common stock in an underwritten public offering, with an option for underwriters to purchase an additional 15%.

Who are the joint book-running managers for the offering by Syndax Pharmaceuticals, Inc. (SNDX)?

Goldman Sachs & Co. LLC, J.P. Morgan, TD Cowen, and Stifel are acting as joint book-running managers for the offering by Syndax Pharmaceuticals, Inc. (SNDX).

Where can I obtain the preliminary prospectus supplement and accompanying prospectus for the offering by Syndax Pharmaceuticals, Inc. (SNDX)?

When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from the respective financial institutions involved in the offering or from the SEC website at www.sec.gov.

Is the public offering by Syndax Pharmaceuticals, Inc. (SNDX) subject to any conditions?

The public offering by Syndax Pharmaceuticals, Inc. (SNDX) is subject to market and other conditions.

How will the proceeds from the public offering benefit Syndax Pharmaceuticals, Inc. (SNDX)?

The proceeds from the public offering will depend on the finalization of the offering and may be used for various purposes, which will be outlined in the prospectus supplement and accompanying prospectus.

Is there a risk associated with the public offering by Syndax Pharmaceuticals, Inc. (SNDX)?

Any investment in the public offering by Syndax Pharmaceuticals, Inc. (SNDX) carries inherent risks, which will be detailed in the prospectus supplement and accompanying prospectus.